As filed with the Securities and Exchange Commission on August 9, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
KOPIN CORPORATION
(Exact name of Registrant as specified in its charter)
| Delaware | 04-2833935 | |
| (State or other jurisdiction | (I.R.S. Employer | |
| of incorporation or organization) | Identification No.) | |
|
125 North Drive Westborough, Massachusetts |
01581 | |
| (Address of principal executive offices) | (Zip Code) |
Kopin Corporation 2020 Equity Incentive Plan
(Full title of the plan)
Richard A. Sneider
Treasurer and Chief Financial Officer
125 North Drive
Westborough, Massachusetts 01581
(Name and address of agent for service)
(508) 870-5959
(Telephone number, including area code, of agent for service)
With copies to:
John J. Concannon III
Morgan, Lewis & Bockius LLP
One Federal Street
Boston, Massachusetts 02110
(617) 951-8000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement ("Registration Statement") is being filed by Kopin Corporation ("Kopin") for the purpose of registering (i) an additional 9,500,000 shares of common stock, par value of $0.01 per share (the "Common Stock"), issuable under the Kopin Corporation 2020 Equity Incentive Plan (the "Plan"). This Registration Statement relates solely to the registration of additional securities of the same class as other securities for which registration statements on Form S-8 relating to the employee benefit plans set forth herein are effective.
At Kopin's 2021 Annual meeting of Stockholders held on May 26, 2021 and 2024 Annual Meeting of Stockholders held on June 6, 2024, the Kopin's stockholders approved an amendment to the Plan to authorize an additional 4,500,000 shares of Common Stock for issuance under the Plan. In addition, we are registering 5,000,000 shares that are reissuable under the Plan.
Pursuant to General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the effective registration statements on Form S-8 with respect to the Plan filed with the Securities and Exchange Commission (the "Commission") on May 29, 2020 (File No. 333-238790), as further supplemented by the information set forth below.
Item 8. Exhibits.
A list of exhibits filed herewith is contained in the Exhibit Index that immediately precedes such exhibits and is incorporated herein by reference.
Exhibit Index
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Westborough, Massachusetts, on or before August 9, 2024.
| KOPIN CORPORATION | ||
| By: | /s/ Richard A. Sneider | |
| Name: | Richard A. Sneider | |
| Title: | Treasurer and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Michael Murray and Richard Sneider, and each of them, severally, as his true and lawful attorney or attorneys-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated and on or before this 9th day of August, 2024:
| Signature | Title | Date | ||
| /s/ Richard A. Sneider |
Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer) |
August 9, 2024 | ||
| Richard A. Sneider | ||||
| /s/ Michael Murray |
Chief Executive Officer, President and Director (Principal Executive Officer) |
August 9, 2024 | ||
| Michael Murray | ||||
| /s/ Jill Avery | Director | August 9, 2024 | ||
| Jill Avery | ||||
| /s/ David Nieuwsma | Director | August 9, 2024 | ||
| David Nieuwsma | ||||
| /s/ Margaret Seif | Director | August 9, 2024 | ||
| Margaret Seif | ||||
| /s/ Chi Chia Hsieh | Director | August 9, 2024 | ||
| Chi Chia Hsieh |
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Kopin Corporation published this content on 09 August 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 August 2024 10:08:18 UTC.